UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 10, 2020, Acuity Brands Lighting, Inc. (“ABL”), the wholly-owned operating subsidiary of Acuity Brands, Inc. (the “Company”), issued $500,000,000 aggregate principal amount of its 2.150% senior notes due 2030 (the “Notes”) pursuant to ABL’s previously disclosed Underwriting Agreement, dated October 27, 2020. The Notes were issued pursuant to the Indenture, dated as of November 10, 2020 (the “Base Indenture”), between ABL and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 10, 2020 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among ABL, the Company and ABL IP Holding LLC, a wholly-owned subsidiary of ABL (“ABL IP Holding” and, together with the Company, the “Guarantors”), and the Trustee. Pursuant to the Indenture, ABL executed an officer’s certificate, dated as of November 10, 2020, setting forth the terms of the Notes (the “Officer’s Certificate”). The Notes were issued and sold pursuant to a registration statement on Form S-3ASR (File No. 333-249656), including the prospectus contained therein, and a related prospectus supplement dated October 27, 2020.
ABL will pay interest on the Notes semi-annually on June 15 and December 15 of each year, beginning on June 15, 2021. The Notes are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Notes are senior unsecured obligations of ABL and rank equally in right of payment with all other senior unsecured indebtedness of ABL from time to time outstanding. The Notes are structurally subordinated in right of payment to all existing and future indebtedness of the Company’s subsidiaries (other than ABL and ABL IP Holding).
The Company intends to use the net proceeds from the offering of the Notes to prepay all of the outstanding borrowings under ABL’s $400 million senior unsecured term loan and for general corporate purposes.
The Notes are subject to customary covenants restricting the Company’s and certain of its subsidiaries’ ability, subject to certain exceptions, to create certain liens, enter into sale and lease-back transactions, and to consolidate, merge or sell, lease, transfer or otherwise dispose of its properties and assets substantially as an entirety. These covenants are subject to a number of important exceptions and qualifications. The Indenture provides for customary events of default.
ABL may, at its option, redeem the Notes at any time prior to September 15, 2030 (three months prior to the maturity date of the Notes) in whole or in part, at the applicable make-whole redemption price specified in the Officer’s Certificate. If the Notes are redeemed on or after September 15, 2030, the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.
If a change of control triggering event, as defined in the Officer’s Certificate, occurs, ABL will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The above description of the Base Indenture, the First Supplemental Indenture, the Officer’s Certificate and the Notes is qualified in its entirety by reference to the Base Indenture, the First Supplemental Indenture, the Officer’s Certificate and the form of Notes, copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 10, 2020
| ACUITY BRANDS, INC. | ||
| By: | /s/ Karen J. Holcom | |
| Karen J. Holcom | ||
| Senior Vice President and Chief Financial Officer | ||